CIVIC ASSOCIATION OF HOLLIN HILLS
NOTICE AND AGENDA OF SPECIAL MEETING
June 11, 2025
At the Spring membership meeting, the Board of Directors (“Board”) of the Civic Association of Hollin Hills (“CAHH”) reported that the 2007 Articles of Incorporation were never formally filed with the Virginia State Corporation Commission (“SCC”).
An examination of CAHH records does not produce documentation that the Board in 2007 adopted the 2007 Articles of Incorporation or that CAHH membership approved the amendments – as required by Section 13.1-886 of the Virginia Nonstock Corporation Act (“Nonstock Act”). Without a record of adoption, the Articles of Incorporation filed with the SCC on April 26, 1965, as amended in 1969 and 1991, is the operative document.
On April 30, 2025, the Board received a petition from 25 CAHH members requesting that the Board convene a special meeting to:
Ratify the Restated Articles of Incorporation for the Civic Association of Hollin Hills adopted on April 10, 2007 (without a record of the vote) - but not filed with the Virginia State Corporation Commission as legally required - and to validate the Bylaws of the Civic Association of Hollin Hills adopted on December 13, 1990 and most recently amended on December 9, 2024.
A special meeting of the members has been scheduled for 7 pm on June 11 at the Sherwood Hall Regional Library. (Registration required.)
Because the 2007 Articles of Incorporation were not adopted by the Board as the Nonstock Act requires, the 2007 Articles of Incorporation may not be approved by membership at the June 11, 2025 meeting. Moreover, a membership vote to approve the Bylaws would be premature until full consideration is given to all provisions of the Articles of Incorporation.
In response to community questions raised about the Articles of Incorporation, the Board has determined, in consultation with CAHH legal counsel, Pia Trigiani of MercerTrigiani, to develop and present draft Amended and Restated Articles of Incorporation.
The meeting will serve as an opportunity to discuss the draft Articles of Incorporation as well as the steps necessary to amend the Articles of Incorporation under Virginia state law. Other topics will not be discussed at this Special Meeting other than those described in this meeting notice, as Virginia law requires.
Member comments, questions, and concerns about the Articles of Incorporation are encouraged at the special meeting. All members of the Hollin Hills community are welcome to attend, the Board will establish a process for orderly participation.
The Board will also establish a period for members to provide written feedback on the draft Amended and Restated Articles of Incorporation. All written feedback submitted to the Board must include your address and refrain from personal attacks. Send comments and questions to info@hollinhills.org by June 25, 2025.
Agenda
If you plan to attend the special meeting, please register on https://hollinhills.org/event-6216347. You must also register to “address the meeting” in order to secure a three minute speaking slot. Speaking slots are limited and will be awarded on a first come first served basis. If we have more requests for slots than we have time, those extra members will be asked to submit their comments in writing. The Board will monitor membership status for those who attend the meeting and wish to speak. Post-1964 Hollin Hillers – see the “Renovations” site to check your status – are welcome to attend and address the meeting, but will be identified as non-members under the effective Articles of Incorporation.
We look forward to hearing from you and seeing you at the special meeting
The CAHH Board
